4 The experts voices Code of Conduct has gradually become a must for companies Jacques Spelkens CSR Manager for Belgium Head of Social Innovation GDF SUEZ Corporate and Professor of Ethics & CSR at ICHEC Brussels Management School Whatever its name, a Code of Conduct has gradually become a must for companies, especially in the last decade characterized by a succession of crises and scandals linked to governance and business ethics. The Code of Conduct is part of the companies corporate responsibility. It ensures that companies and their employees behave in an ethical and socially acceptable way, both internally and externally. Internally, it is the companies duty to create the most favourable circumstances for their employees to work according to the principles set by the Management. Externally since the companies must act in a way that guarantees equity, equality, social justice and fair treatment to every stakeholder they re operating with. Ideally, a Code of Conduct should altogether be comprehensive and qualitative. Comprehensive since it should have the broadest possible scope It should encompass all the issues the internal and external stakeholders can be confronted with in their daily professional (and personal) activities and set generic rules defining clearly what is acceptable and what is not. No issues should be avoided, even the most painful ones like corruption, bribery or harassment. On the other hand, Codes of Conduct should also be unambiguous, i.e. they shouldn t encourage dubious interpretations. Rules and processes must be described in understandable and accurate terms, all aspects of an issue must be examined so that the users know exactly whether their actions are in line with the company s course or not, and know which sanctions they could be submitted to. In order to develop a comprehensive and qualitative up-to-date Code of Conduct, all internal stakeholders should be involved. Centralisation in a single Department or Service is highly risky: some aspects of the business might be forgotten, overlooked or overshadowed by others. Running a business nowadays is done in co-construction and co-management: this means that all decisional levels within the company need to be involved in the process of defining what a Code of Conduct should encompass, in a thorough but altogether innovative way. Education and training within the companies are another attention point: at all levels, employees and executives must be well-informed of the risks, threats and opportunities of running a business. This is part of the companies corporate responsibility and their role in society at large: they should set an example for the younger generations to create a more respectful society based on clear values and socially responsible behaviours. This survey focuses on these main aspects, from a statistical and content-like point of view. It clearly shows the wide variety of methods used to convey the messages to the stakeholders. 1

5 Building the moral frame of the company: the code of conduct Luc Van Liedekerke Professor of business ethics at the KULeuven and UA Codes of conduct and compliance programs are Anglo-Saxon in origin. The legal story behind codes of conduct can be retraced to legislation mainly emanating from a massive bribery scandal the Lockheed affair that cost the head of royals and prime ministers alike. The legislative reaction to this was the US foreign corrupt practices act (FCPA 1977, 1988) that affected the operations of American companies worldwide. Any form of corruption of public officials was from now on punishable in the US. A code of conduct was one element introduced by internationally operating companies in order to prevent this type of thing happening again in the future. It would however take until 1991 when a new version of the US sentencing guidelines was introduced before codes of conduct and the compliance structures build around it, really took off. The sentencing guidelines allowed companies a reduced fine when they could demonstrate that they had a good functioning compliance system. It also provided a blue print of how such a compliance system should look like which resulted in a massive wave of compliance programs being introduced mainly in American companies. The introduction of the Sarbanes-Oxley legislation (2002) was another step in the rise of compliance and codes of conduct. Since the passage of SOX, the New York Stock Exchange (NYSE), NASDAQ, the Public Company Accounting Oversight Board (PCAOB), and many other private and (semi) public organizations have proposed and implemented new rules relating to compliance programs. Foreign companies that want to access the American capital market are more or less forced to introduce their own compliance systems in concordance with existing regulation and it is therefore not surprising that the present survey learns us that while in 2000 only 5 out of the 25 participating companies had a code of conduct by now they all have it. The legislative story is also interesting from another perspective. It reflects the changing nature of codes of conduct and the compliance systems connected to it. Upon its initiation the code of conduct was mainly formulated in a negative way, listing the things that could not be done. Compliance was like policing and the list of offenses could be found in the code of conduct. While for some people this provided a clear backbone for their actions, some interpreted this list the other way around and concluded that anything that was not in the list was therefore permissible. Compliance became a check the box affair that hardly affected the behavior of individuals. This criticism was quite familiar by the time that Sarbanes and Oxley introduced their new round of legislation. Their reaction was to enlarge the scope of the compliance and ethics programs and instead of stressing on pure prevention it moved more and more towards creating an ethical, sustainable, responsible etc. culture inside the organization. And this connects well with the samples we get to see in this survey. They are hardly examples of extensive lists of thou shall not do but remain often quite general, stressing broad values that carry the organization and asking the employee to act according to these values. It is therefore not surprising that codes are often introduced by top management or HR. And when it comes to content HR is more heavily involved than the legal department. Codes of conduct are a 2

6 weapon on the road to a more ethical, responsible culture. However, if that is really the goal, some of the results of this survey demand our attention. I list the most striking: Companies mainly use a top down approach when introducing a code of conduct (87%). If this implies that the content of the code is also created in a top-down way this is risky as it can create situations in which the code is so far removed from the actual culture that nobody takes it seriously. It is like introducing a speed limit of 30 on a road where everybody drives 100. You can do it, but the net result might be a lot of frustration and trespassing. When introducing a speed limit in Sweden, the Swedish police first monitors the average speed at which drivers use the road. The limit is then connected to this average speed. Something similar should happen when one assembles and introduces a code of conduct. The survey also teaches us that the target audience of the code is mainly the employees and few companies involve the board. But what kind of a message does the top send when they themselves are not liable to the sanctions introduced? This is the ideal way to create cynical reactions towards the rules. Most companies have control systems in place to ensure their code is well understood. But signing a code is far from sufficient to get the message across. And only 23% of companies actually organize information sessions to explain the code. That clearly is not enough. 86% of companies have sanctions in place for breaching the code. This is good but it also implies that 14% do not sanction breaching the code. This is bizarre, can a code ever function if there is no sanctioning involved? This survey gives us a good view on a recent evolution in our organizational structures. Companies are frantically building their own value and norms structures inside their organization and the code of conduct has established itself as a centerpiece in this construction. In a globalised economy where big as well as small companies are confronted with many different styles of behavior this is a necessity and can make for a clear competitive advantage. However challenges remain in the concrete way in which these codes of conduct are introduced and implemented in our Belgian companies. Looking back upon the sweeping changes that took place since 2000 there is clear hope that these challenges will be met in the coming decade. 3

7 Codes of conduct bring real added value to all companies Chantal Hébette President of Transparency International Belgium Codes of conduct bring real added value to all companies A code of conduct should not be seen as a constraint, but as a tool that benefits the company. This code goes beyond complying with any legal obligation, and beyond the transmission of an image of integrity. A code of ethics should both contain the basic principles to be respected, and be a practical reference tool for everyday practices, providing added value, even to small companies. Let s highlight two of the arguments in favor of the introduction of such a code. By setting 'bench marks', it offers an opportunity to internally share important aspects of a company s culture, it helps new employees identify with their working environment, and it also helps avoid the I did not know argument. Furthermore, it provides support and protects employees who may be faced with requests to perform unethical tasks. For example, such codes help to resist solicitations for bribes, allowing staff and managers to refer from risking departing from the position of their business. However, a code responding to external requirements but not supported by the management is similar to window dressing. An operational code of conduct supposes a clear link with the internal control inside the company, training based on situations familiar to the staff, and requires especially the support from the top management. When a manager is personally convinced of the importance of such a framework, he can, and at low cost, adapt existing tools made available by specialized organizations. We welcome Business & Society s initiative to do a survey on codes of conduct. Let s briefly comment this survey s content and the door for development it opens. Firstly, the survey from a sample of firms which are mostly required to have such a code - shows that in only one company out of four, the code is initiated by the CEO or the Executive Committee. It therefore seems important to develop information and training over codes of conduct for the company s leaders in Belgium. This should benefit all companies, listed or not, and especially those that are active in high risk countries. Let s remember that the Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act provide for reduced penalties for companies that are guilty of corruption but have put in place appropriate instruments to resist. A number of Belgian companies, in particular those listed in the United States or having an agent in the UK, are subject to these foreign laws. Secondly, almost half of the companies that have answered to the survey have already made their code of conduct available on the Internet. Thirdly, in one third of the companies studied, the code applies also to members of the Executive Committee and in half of them, also concerns temporary workers. To extend the obligations of the code to all and to make it known would reinforce the company s integrity as well as the perception of its integrity. 4

8 Finally, this survey seems to be an excellent starting point to deepen some aspects such as the content of the codes of conduct, and their perception by the concerned stakeholders. Analyses on specific points deserve to be done, for example of the creation of protective systems for those that inform on the non-respect of ethical rules. And last but not least, this survey could serve as an inspiration for the exchange of best practices on integrity between companies. 5

9 Key statistical findings 1. Over the last decade, the number of companies with a code of conduct, whatever its name ("code of ethics ","behaviour guide", "business charter", etc.), has significantly increased. 2. The decision to implement a code of conduct is motivated by both internal factors: explain rules governing day-to-day operations and/or react after ethical dilemmas, and external factors: stakeholders pressure and/or legal obligation and regulation. 3. First initiator to implement a code of conduct is the Compliance department and the CEO. 4. In half of the companies, the content process is fairly centralized; one (14%) or two (33%) departments are in charge, being: Human Resources, Legal or Compliance. A large majority of companies uses a top-down approach. 5. Target audience is generally limited to the companies employees. Only a few codes are also applicable to temporary workers and to the board of directors. 6. Most common areas covered by the code of conduct relate to fair operating practices, consumer issues, governance and human rights. 7. In companies that belong to a group or have subsidiaries, the headquarter usually establishes a code for the whole group and the subsidiaries adjust it to reflect local specificities (national laws and regulations,...). 8. As for communication and dissemination, Human Resources, Compliance and Communication are the departments mostly in charge. 9. All companies have control systems to ensure their code of conduct is well understood: signature upon reception of the code (in general by all employees), training, reminder system, information sessions, etc. 10. Most companies have an internal department in charge of complaints collection and compliance monitoring. In one company out of three, the complaints process is on the Board of Directors agenda. 11. Most companies have sanctions in place for breaching the code of conduct. Explicit sanctions are sometimes specified in the company s labour agreement. 12. Updates happen most of the time on an ad hoc basis because of legal changes, mergers, new ethical constraints or engagements (CSR). 6

10 Introduction Business & Society Belgium is a network that unites more than 80 companies and companies federations from various sectors that want to embed Corporate Social Responsibility (CSR) in their activities. Business & Society Belgium provides them with a platform where they can learn from each other and exchange best practices, along with tools and support to implement CSR in their organization. To foster exchange of best practices, Business & Society Belgium conducts regular surveys on CSR topics. The purpose of this survey is to understand why companies decide to implement a code of conduct, which areas are covered, how they edit, communicate and monitor the Code. To this end, Business & Society Belgium surveyed 25 member companies in September and October The research report is built upon survey results and illustrations from the companies code of conduct. Note those illustrations are kept in their original language to keep their initial nuances. Acknowledgment: this survey is the result of the valuable contribution of the following companies: - AB Inbev - Alpro Soya - AXA Belgium - Befimmo - Belgacom - BNP Paribas Fortis - bpost - Care - Coca-Cola Belux - Cofinimmo - D Ieteren - Delhaize Group - Deloitte - Delta Lloyd Life - Dexia Bank - Etex Group - GDF Suez - Heidelberg Cement Benelux - ING - KBC Groep - Mobistar - PWC - Randstad Belgium - SWIFT - Umicore 7

11 Sample features Statut of the company Headquarter 40% 60% Subsidiary Type of company 12% semi-public private Number employees in 4%4% Belgium e<50 92% 12% 12% 51<e< <e 72% 88% Sub-sector of company 8% 16% 4% 28% 20% Sector of company 28% Professional Services & Logistics Financials Food & Retail Industrials & Materials ICT Others Industry Service Sample size: 25. The sample is representative of Business & Society Belgium membership: private large companies in Belgium, in the services sector, mainly financial and Food & Beverages. Note that the sample is not representative of the Belgian economy as such. 8

12 Survey results First launch EVOLUTION Over the last decade, the number of companies with a code of conduct has significantly increased. In 2000, only 5 companies in the sample had a Code of Conduct. As of today, all companies surveyed have rolled-out a code of conduct. NAMES Companies use a variety of names for their code of conduct. Most of them are called "code", "charter", "guide" and/or "policy" and are linked to the notions of "conduct/behaviour", "ethics", "business", compliance and/or governance. One company out of four uses a baseline, as such or on top of a more explicit name. Code of conduct of BNP Paribas Code of Ethics and Professional Conduct- A clear set of guidelines Anheuse-Busch Inbev Corporate Governance Charter The Way We Do Responsible Business We are Vebego, a family engagement INITIATOR First initiators to implement a code of conduct are the Compliance department and the CEO or the Executive Committee. 9,5%5% 5% Compliance dpt. 33% CEO/Executive Committee 9,5% HR dpt. CSR dpt. 14% Legal dpt. External Communication dpt. 24% External audit

14 Content CONTENT DEFINITION In half of the companies, the content process is fairly centralized. A large majority of companies uses a top-down approach. In general, one (14%) or two (33%) departments are in charge, being: Human Resources, Legal or Compliance. In only two companies, all departments are involved in the editing process. HR Legal Compliance Communication CSR Risk Internal audit Facility Ethique Branding Stakeholder relations Other Departements Number of companies (%) TARGET AUDIENCE Target audience is generally limited to the companies employees. Only 24% of codes are also applicable to temporary workers and to the board of directors. All employees 40 All employee & temporaty workers All employees & board of directors All employees, temporary workers & board of directors Number of companies (%)

16 Based on ISO seven dimensions (international voluntary standards over social responsibility) 1, business areas covered by the code of conduct are: 1. Organizational governance (71%). The Audit Committee shall assist the Board in its responsibility for oversight of (1) the integrity of the company s financial statements, (2) the company s compliance with legal and regulatory requirements, (3) the Statutory Auditor s qualification and independence, and (4) the performance of the Statutory Auditor and the company s internal audit function. The Committee is entitled to review information on any point it wishes to verify, and is authorized to acquire such information from any company employee. It is also authorized to obtain independent advice, including legal advice, if this is necessary for an inquiry into any matter under its responsibility. It is entitled to call on the resources that will be needed for this task. It is entitled to receive reports directly from the Statutory Auditor, including reports with recommendations on how to improve the company s control processes. Source: AB Inbev, Anheuser-Busch Inbev Corporate Governance Charte, Code of Conduct and Code of Dealing, Powers and responsibilities,p. 27. Compliance with laws and regulations: Since the Group is present in a large number of countries and continents around the world, the Group's operations are subject to the various laws and regulations of the countries involved and supranational organisations such as the European Union. Compliance with these laws and regulations is the basic principle underlying the Group's policies. Source: Etex Group, Code of Business Conduct and Ethics, The Etex Group deal, p More information on ISO : ering_iso26000.htm 13

21 Environment: Continuous improvement of environmental performance forms an integral part of the Group s commitment to Corporate Social Responsibility. Within the Group, each division and its local operations are responsible for proper environmental management. The environmental policy of the Group is based on two main objectives: - Reducing the environmental impact of production by using fewer raw materials, by minimising waste, energy and water usage, and by reducing pollution to air (e.g. emission of CO.), water and soil.3 - Developing and producing materials and systems which contribute to sustainable building. This policy applies to all affiliated companies. A uniform reporting system ensures that all operating companies reach the environmental targets set by the Group. Source: Etex Group, Code of Business Conduct and Ethics, The Etex Group deal, p Community involvement and development: n.a. We support all fundamental human rights and avoid participating in business activities that abuse human rights. - We act in a socially responsible manner within the laws, customs and traditions of the countries in which we operate, and responsibly contribute to the development of communities. - We aspire to act in a manner that minimises the detrimental environmental impacts of our business operations. - We encourage the support of charitable, educational and community service activities. - We are committed to supporting international and local efforts to eliminate corruption and financial crime. Source: PwC, Doing the right thing The PwC way, code of conduct, p. 12. Le cercle de la société: Socialement responsable, GDF SUEZ s engage auprès des communautés dans lesquelles il développe son activité. Respectueux de l environnement et des cultures, il s efforce également de minimiser son impact écologique, communique ouvertement sur ses réalisations et ses défis dans ce domaine et coopère avec des organisations non gouvernementales (ONG) dans les secteurs environnemental et humanitaire. Dans cet objectif, il est de la responsabilité de chacun de soutenir cette politique. Le Groupe encourage ses collaborateurs à jouer un rôle actif pour la collectivité et le développement durable. Source: GDF Suez, Charte Ethique, p

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